2022 -- S 2455 | |
======== | |
LC003329 | |
======== | |
STATE OF RHODE ISLAND | |
IN GENERAL ASSEMBLY | |
JANUARY SESSION, A.D. 2022 | |
____________ | |
A N A C T | |
RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS -- RHODE | |
ISLAND BUSINESS CORPORATION ACT | |
| |
Introduced By: Senators Raptakis, Lombardo, F Lombardi, Murray, Burke, and Picard | |
Date Introduced: March 01, 2022 | |
Referred To: Senate Finance | |
It is enacted by the General Assembly as follows: | |
1 | SECTION 1. Section 7-1.2-1309 of the General Laws in Chapter 7-1.2 entitled "Rhode |
2 | Island Business Corporation Act" is hereby amended to read as follows: |
3 | 7-1.2-1309. Filing of articles of dissolution. |
4 | (a) The articles of dissolution are delivered to the secretary of state. If the secretary of state |
5 | finds that the articles of dissolution conform to law, the secretary of state shall, when all fees and |
6 | taxes have been paid: |
7 | (1) Endorse on the original the word "Filed", and the month, day, and year of the filing; |
8 | (2) File the original in his or her office; and |
9 | (3) Issue a certificate of dissolution; and |
10 | (4) Send to the Rhode Island division of taxation a copy of the certificate of dissolution. |
11 | (b) The certificate of dissolution is delivered to the representative of the dissolved |
12 | corporation. Upon the issuance of the certificate of dissolution the existence of the corporation |
13 | ceases, except for the purpose of suits, other proceedings, and appropriate corporate action by |
14 | shareholders, directors, and officers as provided in this chapter. |
15 | SECTION 2. Section 7-6-55 of the General Laws in Chapter 7-6 entitled "Rhode Island |
16 | Nonprofit Corporation Act" is hereby amended to read as follows: |
17 | 7-6-55. Filing of articles of dissolution. |
18 | (a) The articles of dissolution shall be delivered to the secretary of state. If the secretary of |
| |
1 | state finds that the articles of dissolution conform to law, the secretary of state shall, when all fees |
2 | have been paid as prescribed in this chapter: |
3 | (1) Endorse on the original the word "Filed", and the month, day, and year of the filing; |
4 | (2) File the original in the secretary of state's office; |
5 | (3) Issue a certificate of dissolution; |
6 | (4) Send to the Rhode Island division of taxation a copy of the certificate of dissolution. |
7 | (b) The certificate of dissolution shall be delivered to the representative of the dissolved |
8 | corporation. Upon the issuance of the certificate of dissolution the existence of the corporation |
9 | ceases, except for the purpose of suits, other proceedings, and appropriate corporate action by |
10 | members, directors, and officers as provided in this chapter. |
11 | SECTION 3. Section 7-16-47 of the General Laws in Chapter 7-16 entitled "The Rhode |
12 | Island Limited-Liability Company Act" is hereby amended to read as follows: |
13 | 7-16-47. Articles of dissolution. |
14 | Not later than thirty (30) days following the dissolution and winding up of the limited- |
15 | liability company for any cause other than that set forth in § 7-16-39(1), articles of dissolution shall |
16 | be filed in the office of the secretary of state and set forth: |
17 | (1) The name of the limited-liability company; |
18 | (2) The date of filing of the original articles of organization; |
19 | (3) The date of filing of all amendments to the original articles of organization or the most |
20 | recent restatement, if any, and all subsequent amendments to the articles of organization; |
21 | (4) The reason for filing the articles of dissolution; |
22 | (5) The effective date, which shall be a date certain, of the dissolution; and |
23 | (6) Any other information or provision, not inconsistent with law, that the members or |
24 | authorized person signing the articles of dissolution elect to set forth; and |
25 | (7) The secretary of state shall send to the Rhode Island division of taxation a copy of the |
26 | certificate of dissolution. |
27 | SECTION 4. Section 44-11-2 of the General Laws in Chapter 44-11 entitled "Business |
28 | Corporation Tax" is hereby amended to read as follows: |
29 | 44-11-2. Imposition of tax. |
30 | (a) Each corporation shall annually pay to the state a tax equal to nine percent (9%) of net |
31 | income, as defined in § 44-11-11, qualified in § 44-11-12, and apportioned to this state as provided |
32 | in §§ 44-11-13 -- 44-11-15, for the taxable year. For tax years beginning on or after January 1, |
33 | 2015, each corporation shall annually pay to the state a tax equal to seven percent (7.0%) of net |
34 | income, as defined in § 44-11-13 -- 44-11-15, for the taxable year. |
| LC003329 - Page 2 of 5 |
1 | (b) A corporation shall pay the amount of any tax as computed in accordance with |
2 | subsection (a) after deducting from "net income," as used in this section, fifty percent (50%) of the |
3 | excess of capital gains over capital losses realized during the taxable year, if for the taxable year: |
4 | (1) The corporation is engaged in buying, selling, dealing in, or holding securities on its |
5 | own behalf and not as a broker, underwriter, or distributor; |
6 | (2) Its gross receipts derived from these activities during the taxable year amounted to at |
7 | least ninety percent (90%) of its total gross receipts derived from all of its activities during the year. |
8 | "Gross receipts" means all receipts, whether in the form of money, credits, or other valuable |
9 | consideration, received during the taxable year in connection with the conduct of the taxpayer's |
10 | activities. |
11 | (c) A corporation shall not pay the amount of the tax computed on the basis of its net |
12 | income under subsection (a), but shall annually pay to the state a tax equal to ten cents ($.10) for |
13 | each one hundred dollars ($100) of gross income for the taxable year or a tax of one hundred dollars |
14 | ($100), whichever tax shall be the greater, if for the taxable year the corporation is either a "personal |
15 | holding company" registered under the federal Investment Company Act of 1940, 15 U.S.C. § 80a- |
16 | 1 et seq., "regulated investment company," or a "real estate investment trust" as defined in the |
17 | federal income tax law applicable to the taxable year. "Gross income" means gross income as |
18 | defined in the federal income tax law applicable to the taxable year, plus: |
19 | (1) Any interest not included in the federal gross income; minus |
20 | (2) Interest on obligations of the United States or its possessions, and other interest exempt |
21 | from taxation by this state; and minus |
22 | (3) Fifty percent (50%) of the excess of capital gains over capital losses realized during the |
23 | taxable year. |
24 | (d)(1) A small business corporation having an election in effect under subchapter S, 26 |
25 | U.S.C. § 1361 et seq., shall not be subject to the Rhode Island income tax on corporations, except |
26 | that the corporation shall be subject to the provisions of subsection (a), to the extent of the income |
27 | that is subjected to federal tax under subchapter S. Effective for tax years beginning on or after |
28 | January 1, 2015, a small business corporation having an election in effect under subchapter S, 26 |
29 | U.S.C. § 1361 et seq., shall be subject to the minimum tax under § 44-11-2(e). |
30 | (2) The shareholders of the corporation who are residents of Rhode Island shall include in |
31 | their income their proportionate share of the corporation's federal taxable income. |
32 | (3) [Deleted by P.L. 2004, ch. 595, art. 29, § 1.] |
33 | (4) [Deleted by P.L. 2004, ch. 595, art. 29, § 1.] |
34 | (e) Minimum tax. The tax imposed upon any corporation under this section, including a |
| LC003329 - Page 3 of 5 |
1 | small business corporation having an election in effect under subchapter S, 26 U.S.C. § 1361 et |
2 | seq., shall not be less than four hundred fifty dollars ($450). For tax years beginning on or after |
3 | January 1, 2017, the tax imposed shall not be less than four hundred dollars ($400). |
4 | (f) Upon receipt by the division of taxation of a copy of a certificate of dissolution from |
5 | the secretary of state, the division of taxation shall not impose the minimum tax required by |
6 | subsection (e) of this section for the tax year in which the copy of the certificate was received. |
7 | SECTION 5. This act shall take effect upon passage. |
======== | |
LC003329 | |
======== | |
| LC003329 - Page 4 of 5 |
EXPLANATION | |
BY THE LEGISLATIVE COUNCIL | |
OF | |
A N A C T | |
RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS -- RHODE | |
ISLAND BUSINESS CORPORATION ACT | |
*** | |
1 | This act would suspend the imposition of the minimum tax upon corporations, nonprofit |
2 | corporations, and limited liability companies for the tax year in which the secretary of state certifies |
3 | the entity's dissolution. |
4 | This act would take effect upon passage. |
======== | |
LC003329 | |
======== | |
| LC003329 - Page 5 of 5 |